Partner Program

This Referral Agreement (this “Agreement”) is entered by and between HighRadius Corporation, a Delaware corporation (“HRC”), and the other party below agreeing to these terms (“Business Partner”). It is effective on (“Effective Date”).

1. Appointment of Non-Exclusive Business Partner. Business Partner intends to market those online software service(s) of HRC specified below (each, a “Service”) to prospective customers, and to provide leads for the Services to HRC. Therefore, HRC appoints Business Partner as a referral partner solely for the purpose of marketing the Services to prospective customers and to provide Qualified Leads (defined below) for a Service to HRC on a referral basis.

(a) Services Eligible for Referral Sales. HighRadius Cloud Platforms

(b) Business Partner Obligations. In exercising its rights under this Agreement, Business Partner must:

  1. avoid deceptive, false, misleading, or unethical practices and comply with all applicable laws;
  2. make no representations, warranties, or guarantees to Leads regarding the specifications, features, or capabilities of a Service which are inconsistent with the Service or its features and functionality; and
  3. pay its own expenses associated with its activities under this Agreement.

2.Registration of Leads.

(a) Submission. Business Partner will submit Leads to HRC on a periodic basis through an online registration portal (the “Online Portal”) or via email to HRC’s designated Referral Manager (or designee). Such Leads should be entities that are interested in acquiring a subscription to a Service (“Leads”). Each emailed submission must contain the information listed on Exhibit A to this Agreement. At the request of HRC, Business Partner will submit Leads through an Online Portal. Business Partner’s use of the Online Portal is governed by HRC’s Terms of Use (https://www.highradius.com/terms-of-use/) and Privacy Policy (https://www.highradius.com/privacy-policy/).

(b) Qualification of a Lead. HRC will evaluate the list of Leads and compare it against its then-current customer and prospect database, and will notify Business Partner, via email within 5 business days after receipt of the list of Leads, whether any of the Leads qualify to become a “Qualified Lead”. If HRC does not reply within 5 business days, the Lead will be deemed rejected; provided, however, that Business Partner may resubmit such Lead for HRC’s further evaluation. To be classified as a Qualified Lead, a Lead must have demonstrated an interest in the Service and must not be an Excluded Lead.

(c) Excluded Leads. HRC may exclude a Lead (“Excluded Lead”) for any reason, including:

  1. Lead is either an existing customer of HRC who already subscribes to the Cloud Solution for which Partner is referring Lead, or a prospect that HRC has actively engaged in the marketing and sales process;
  2. Lead has been referred to HRC by another business partner prior to Business Partner’s referral;
  3. Lead does not actively engage with HRC to become a customer of the Service within 6 months of the date HRC was introduced to such Lead by Business Partner; or
  4. Lead is not introduced to HRC in conformance with the HRC lead referral process specified herein.

3.Referral Sales Process.

(a) Subscription Services Agreement (“SSA”). For all Qualified Leads, HRC’s sales team will take responsibility for coordinating and documenting the subscription through an SSA to be entered into between HRC and such “Customer” (a “Referral Sale”). HRC may determine in its sole reasonable discretion whether it wishes to enter into a Referral Sale and has no liability to Business Partner if it does not do so, including any obligation to provide reasons for making such determination. HRC shall comply with all applicable laws, statutes, rules and regulations in its performance under this Agreement.

(b) Customer Payments. HRC is responsible for invoicing each Customer who enters into an SSA.

4.Payment of Referral Fees.

(a) When. For each Referral Sale, HRC will pay to Business Partner a Referral Fee within 30 days after HRC receives payment from the Customer pursuant to such Referral Sale. Along with any payment, HRC will provide reasonable details regarding the Referral Fees paid.

(b) “Referral Fee” means 15% of the subscription fees paid by a Qualified Lead to HRC under an SSA for up to the first 12 months of Service(s) (less any transaction-based fees and costs of the transaction between such Qualified Lead and HRC).

5.Term and Termination.

(a) Duration. This Agreement begins on the Effective Date and continues from month to month until terminated by either party for its convenience upon 30 business day prior written notice to the other party. Either party may terminate this Agreement if the other party materially breaches any term of this Agreement and does not cure such breach after 15 days’ written notice of such breach.

(b) Upon Termination. Upon termination of this Agreement, Business Partner must destroy or return to HRC all of its Confidential Information (defined below) and any other HRC property and will certify in writing that it has destroyed or returned all such property upon request of HRC2.

(c) Post-Termination Referral Fee Payments. Except in the case that HRC terminates this Agreement for material breach by Business Partner (as provided in Section 5a above), HRC will continue to pay Referral Fees to Business Partner for Qualified Leads who entered into an SSA with HRC prior to the effective date of termination until the sooner of:

  • the time that Business Partner has received Referral Fee payments for that Qualified Lead with respect to a total of 12 months of Service(s) (counting the period before and after termination of this Agreement); or
  • the SSA between HRC and that Qualified Lead expires or is terminated for any reason.

Other than as provided in this Section, no Referral Fees will be paid after termination of this Agreement.

6.Confidentiality.

(a) Restrictions on Disclosure and Usage.

  • In the course of performing under this Agreement, a party (each, a “Discloser”) may disclose to the other party (a “Recipient”) non-public information (“Confidential Information”), which includes, without limitation, software, product/service technical documentation, pricing information, customer and prospect lists, market projections and analysis, technology roadmaps, data regarding its business practices, this Agreement, intellectual property, and other technical information.
  • A Recipient must use at least the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care) to protect the Confidential Information and will not disclose or use any Confidential Information of the Discloser for any purpose outside the scope of this Agreement. The Recipient must make commercially reasonable efforts to limit access to Confidential Information to those of its and its affiliates’ respective employees, contractors, financial and legal advisors, agents or other representatives (collectively, Representatives); provided that such person (i) needs to know such Confidential Information for the purpose of this Agreement, (ii) shall be bound by confidentiality obligations to the Recipient no less protective of the Confidential Information than this Section 6, and (iii) is required by the Recipient to comply with the applicable terms of this Section 6. The Recipient shall be responsible for any breach of the applicable terms of this Section 6 by its Representatives.
  • Notwithstanding anything contained in this Agreement to the contrary, HRC may use all Lead information for any business purpose and such information is deemed not to be Confidential Information of Business Partner.
  • The Recipient’s obligations under this Section 6 with respect to the Discloser’s Confidential Information shall survive until such time as such Confidential Information qualifies under one of the exclusions in Section 6(b) below.

(b) Exclusions. Confidential Information excludes information which:

  • is or becomes generally known to the public without breach of any obligation owed to the Discloser;
  • was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser;
  • is received from a third party without breach of any obligation owed to Discloser; or
  • was independently developed by the Recipient without use of the Confidential Information.

(c) Legally-required Disclosures. The Recipient may disclose Confidential Information to the extent required by applicable law or court order from a court of competent jurisdiction but will, to the extent legally permitted, provide Discloser with advance written notice and opportunity to seek a protective order at Discloser’s expense.

(d) Injunctive Relief. Any breach by a Recipient of this Section 6 could cause irreparable injury or harm to the disclosing party, and the disclosing party may seek a court order to stop any breach or prevent any future breach of this Agreement.

7. Disclaimer of Warranties. HRC MAKES NO WARRANTIES WHATSOEVER TO BUSINESS PARTNER WITH REGARD TO THE SERVICES OR ANY OTHER PRODUCTS, SUPPORT, MATERIALS, OR ANY OTHER MATTERS RELATING TO THIS AGREEMENT. HRC SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

8. Exclusion of Damages and Limitation on Liability. HRC IS NOT LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR INCIDENTAL DAMAGE RELATED TO OR ARISING OUT OF THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, LOST PROFITS), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. HRC’S TOTAL LIABILITY TO BUSINESS PARTNER FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) IS LIMITED TO THE AMOUNT PAID BY HRC TO BUSINESS PARTNER UNDER THIS AGREEMENT WITHIN THE 12-MONTH PERIOD PRIOR TO THE EVENT THAT GAVE RISE TO THE CLAIM.

9. Choice of Law. This Agreement is governed by the laws of the State of Texas (without regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of this Agreement. Any suit or legal proceeding must be exclusively brought in the federal or state courts for Houston, Texas, and Business Partner submits to this personal jurisdiction and venue. Both parties consent to the personal jurisdiction of such courts and waive any claim that it is an inconvenient forum. Each party waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any claim, suit, action or proceeding relating to this Agreement. The prevailing party in any litigation is entitled to recover its attorneys’ fees and costs from the other party.

10.Trademark License.

(a) License Grant. Subject to the terms and conditions of this Agreement, during the term of this Agreement Business Partner shall have the right to use and display HRC’s logo, product names, and other trademarks, both common law and registered (“Marks”) in connection with the Service offered by Business Partner under this Agreement. The license granted herein to use and display the Marks is non-exclusive, is personal to Business Partner and may not be transferred by Business Partner in whole or in part to any other person without the prior written consent of HRC.

(b) Use of the Marks. Business Partner may use the Marks only in connection with the Service under this Agreement. All renderings of the Marks shall be accompanied by a notice indicating the ownership of the Marks by HRC, in such form as HRC may require from time to time. Business Partner agrees to use the Marks without any accompanying words or symbols of any nature, unless first approved in writing by HRC. None of the Marks (nor any part of the Marks) nor any similar words shall be either included in either the corporate name or in any trade name utilized by Business Partner.

(c) Ownership of the Marks. This Agreement shall not confer upon Business Partner any interest in any of the Marks, except the right to use and display the Marks strictly in accordance with the terms of this Agreement. Business Partner agrees not to use any of the Marks in any manner calculated to represent that Business Partner is the owner of any of the Marks. The parties agree that all goodwill arising from the use of any of the Marks by Business Partner shall inure solely to the benefit of and shall belong exclusively to HRC. Business Partner agrees that it will not during the term of this Agreement or thereafter dispute or contest, directly or indirectly, the validity or enforceability of any of the Marks nor directly or indirectly attempt to depreciate the value of the goodwill attaching to any of the Marks, nor counsel, procure or assist anyone else to do any of the foregoing.

(d) Cease Use of the Marks. Immediately upon termination of this Agreement, Business Partner shall cease all further use and display of the Marks, including any colorable imitation thereof. Business Partner shall not thereafter directly or indirectly represent or in any other manner hold itself out to the general public as a former Business Partner of the Marks.

11.OTHER TERMS.

(a) Entire Agreement and Amendments. This Agreement constitutes the entire agreement between the parties and supersedes any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. Business Partner is not relying on any representation concerning this subject matter, oral or written, not included in this Agreement. No representation, promise or inducement not included in this Agreement is binding. This Agreement may only be amended by a signed writing of the parties.

(b) No Assignment, Waiver and Survival. Except for any assignment by either party as part of sale of all or substantially all its assets, or sale via a merger, neither party may assign or transfer, directly or indirectly, this Agreement or any part of this Agreement to any third party. All terms that by their nature survive termination, will survive. No failure by either party in exercising any right under this Agreement operates as a waiver of any current or future term.

(c) Independent Contractor. Each party is an independent contractor with respect to the other party and no partnership or joint venture is created.

(d) Enforceability. If any term of this Agreement is held to be unenforceable, the remaining terms remain enforceable.